Anthropic May Require Rank-and-File Employees to Sell Shares on Preset Schedules

Anthropic may place an unusual restriction on employee stock sales after its planned initial public offering (IPO). The company is considering requiring even its rank-and-file employees to sell shares through preset Rule 10b5-1 trading plans. Those plans are usually put in place only by members of senior leadership who want to cash in on their equity in a way that shows that they're not timing their sales based on insider information.

The 10b5-1 proposal is still being discussed. Meanwhile, Anthropic reportedly plans to release its prospectus after Labor Day, with a possible listing in late September or early October 2026.

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A Rule 10b5-1 plan allows employees to set stock-sale instructions in advance, before they possess material nonpublic information. The trades in the plan then occur at preset times, amounts, prices, or formulas.

Anthropic may want tighter control over employee stock sales

The most obvious benefit of a 10b5-1 plan is that it reduces the risk of insider-trading violations. But Anthropic may have another reason.

Anthropic already has an unusually open internal culture. Many of its employees maintain Slack "notebooks" where they share their thoughts and work with colleagues. CEO Dario Amodei also holds companywide meetings known as "Dario Vision Quests" twice a month.

This level of transparency could become harder to maintain once Anthropic is publicly traded. Employees who regularly receive confidential information may not always know when they can safely sell stock, even during normal post-earnings trading windows.

Requiring all of its people to use preset trading plans could help solve this problem. Employees could decide well in advance when and how much stock they want to sell, before receiving information that could move Anthropic's share price. Reuters reported that these plans could allow sales outside normal trading windows, although employees would have less control over the timing and size of their individual trades.

Hence, Anthropic may be trying to preserve how freely information moves inside the company while making employee stock sales more predictable.

What this could mean for Anthropic investors

The proposal also fits with Anthropic's broader approach to pre-IPO shares. While considering allowing existing shareholders to sell stock in the IPO, the company is also weighing longer lockup periods than the customary 180 days.

This strategy could provide some liquidity up front while delaying the timing of when a larger pool of shares becomes available for trading. Preset Rule 10b5-1 plans could then make later employee sales more structured.

The recent example of Space Exploration Technologies (NASDAQ: SPCX), also known as SpaceX, highlights the need to consider the scheduling of share releases. The company's first lockup expiration in August more than doubled the number of shares available to be publicly traded. Another 12.9 billion shares are scheduled to unlock by mid-2027.

Anthropic stock may not follow the same path. However, it shows how quickly share supply can increase after an IPO, which can have a major impact on share prices even when nothing has changed in the underlying business.

An employee selling under a preset plan should also not automatically be viewed as bearish. A scheduled sale reveals less about an employee's current view of Anthropic than a discretionary sale made at the same moment.

However, there is one limitation for investors: Companies must disclose in quarterly filings when directors or officers adopt or terminate Rule 10b5-1 plans. Ordinary employees' plans are not subject to the same quarterly disclosure requirement.

Hence, Anthropic could make employee selling more structured without giving investors the same visibility into all planned sales. The eventual lockup schedule and the amount of stock becoming eligible for sale may therefore matter more than the simple fact that employees are selling.

Manali Pradhan, CFA has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.